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Westport 2015 Annual Report WESTPORT INNOVATIONS INC. 2015 ANNUAL REPORT 1750 West 75th Avenue, Suite 101 Vancouver, British Columbia V6P 6G2 Canada T +1 604-718-2000 F +1 604-718-2001 www.westport.com TABLE OF CONTENTS LETTER TO SHAREHOLDERS 3 SUSTAINABILITY REPORT 5 CATALYST FOR INNOVATION 5 KEY COLLABORATIONS 7 THE REPORT: OUR APPROACH AND SCOPE 9 FOOTNOTES 13 MANAGEMENT'S DISCUSSION & ANALYSIS 14 BUSINESS OVERVIEW 14 GENERAL DEVELOPMENTS 16 SELECTED ANNUAL FINANCIAL INFORMATION 17 RESULTS FROM OPERATIONS 18 CAPITAL REQUIREMENTS, RESOURCES & LIQUIDITY 23 CONTRACTUAL OBLIGATIONS & COMMITMENTS 24 CONTINGENT OFF-BALANCE SHEET ARRANGEMENTS 26 SHARES OUTSTANDING 27 CRITICAL ACCOUNTING POLICIES & ESTIMATES 27 NEW ACCOUNTING PRONOUNCEMENTS & DEVELOPMENTS 31 DISCLOSURE CONTROLS & PROCEDURES 32 SUMMARY OF QUARTERLY RESULTS 34 RELATED PARTY TRANSACTIONS 36 BUSINESS RISKS & UNCERTAINTIES 36 REPORTS 37 CONSOLIDATED FINANCIAL STATEMENTS 40 CONSOLIDATED BALANCE SHEET 40 CONSOLIDATED STATEMENTS OF OPERATIONS & COMPREHENSIVE INCOME (LOSS) 41 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY 42 CONSOLIDATED STATEMENTS OF CASH FLOWS 43 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 44 INFORMATION FOR SHAREHOLDERS 70 2 » WESTPORT INNOVATIONS INC. 2015 ANNUAL REPORT LETTER TO SHAREHOLDERS remains a critical environmental challenge in key markets, LETTER TO we are particularly proud of the announcement for the Cummins Westport ISL G Near Zero NOx natural gas SHAREHOLDERS engine launch, because this product will reduce the already To our shareholders, low NOx emissions from our current Cummins Westport Inc. (“CWI”) engines by another 90%. The transportation sector is undergoing a profound transformation, with the industry expected to change more We continue to invest heavily in delivering the Westport in the next ten years than it has in the past one hundred. high pressure direct injection (“Westport™ HPDI”) 2.0 The Paris Climate Accord signals a strong call to action program to meet the performance and durability standards with more than 175 countries committing to large demanded by our OEM customers. We also announced a greenhouse gas (“GHG”) emissions reductions over the new alliance with AVL of Austria and successfully next 15 years. The increasing availability of low-carbon advanced or completed technology proof of concept studies fuels, the rise of a poly-fuel economy with natural gas, with new OEM partners. The Westport™ HPDI 2.0 electric vehicles, biofuels, and hydrogen competing with program is on schedule, on budget, and expected to be diesel and gasoline, continued technological advancements ready for field test trucks in late 2016, with early and breakthroughs on both incumbent and new production trials commencing in 2017 with our first powertrains, the participation of non-traditional industry demonstration customers. Given the challenge of players like Google and Apple with capital to invest in economically replacing the energy density of fossil fuels, autonomous vehicles, and the emergence of new we believe Westport™ HPDI 2.0 remains the only viable transportation companies like Uber have already begun to alternative fuel solution for heavy-duty vehicles in the influence how people and freight are moved, and how and market today. where we live. Secondly, we said we would rationalize and Our 2015 strategy was crafted to ensure that Westport consolidate our current product portfolio to reduce maintains its position as the global leader in alternative cost, improve margin, ensure customer value and leading fuel solutions for the transportation sector. There were price performance, and achieve full system sales beyond four key elements to this strategy and we had confidence in individual component sales. We delivered examples of this our ability to achieve them despite macro headwinds in in 2015, and the process will continue as we complete our multiple end markets. We are pleased to report our proposed merger with Fuel Systems Solutions, Inc. ("Fuel progress this year. Systems") and rationalize our joint product offerings. Firstly, Westport is about advanced technology. The Thirdly, we committed to identifying and executing first-generation of natural gas vehicles are now well the sale of non-core assets. We have reached established in the marketplace-with many delivered satisfactory terms with several counterparties, including through our joint ventures or incorporate Westport the previously announced asset sale to Cartesian Capital proprietary components-and with some major customers Group. We will announce details as these transactions now having years of experience, we believe the market close and continue to do so throughout 2016 as we reach opportunity is becoming clear. Customers know what to for synergies following the anticipated merger with Fuel expect and are demanding alternative fuel solutions that Systems. have the performance, cost, and emissions characteristics Finally, as we make the transition from a research and to match the best diesel- and gasoline-powered products development company to a growing and profitable currently available. operating company, we made relentless progress to drive We will continue to invest in our technology portfolio cost efficiencies and reduce our global overhead to deliver the best product solutions to our original expenses. This year was a challenge due to currency equipment manufacturer (“OEM”) customers, who will in volatility and the tremendous uncertainty of global energy turn launch world-leading products that shift the world prices. However, while some lines of business were from its reliance on petroleum-based fuels. In 2015, for seriously impacted by market conditions, we were still able example, we launched the next-generation vehicles with to reduce our operating expenses by $37 million for the Volvo Car and Ford F-150 pickup trucks powered by year, compared to 2014. This came through cost Westport WiNG™ Power System. As urban air quality discipline, prioritization of investments, improved WESTPORT INNOVATIONS INC. 2015 ANNUAL REPORT » 3 LETTER TO SHAREHOLDERS efficiencies, and some favourable currency exchange OEMs, with the economic benefits of using a less expensive factors. and even renewable fuel like renewable natural gas. According to the California Air Resources Board Low As a result, the Westport Operations business unit’s Carbon Fuel Standard reporting tool, more than 50% of adjusted EBITDA improved significantly to a $1.7 million natural gas vehicles in California are now powered by loss in Q4 2015, compared with $11.6 million in Q4 2014, renewable natural gas from landfills, dairies, and other an 85% improvement. This is despite a drop in revenue sources, rather than fossil natural gas. This is a global year-over-year (partly as a result of our product line trend that we expect to grow rapidly. reduction process). Our cash used in operations during the year saw a similarly dramatic improvement with $46.8 With the compelling performance of next-generation million used in the year, compared with $97.6 million in natural gas vehicles, increased product choice, and 2014, an improvement of 52%. CWI delivered a emissions reductions benefits, we believe that Westport is particularly strong financial performance after two years of well-positioned in key markets and segments as policy warranty reserve adjustments. In addition, CWI had two makers and OEMs bring more alternative fuel solutions important new product announcements that will position into the transportation energy mix. us for a strong performance in 2016. We look forward to continuing to develop our global After the year-end, we strengthened our balance sheet business in 2016, and progressing our vision of a diverse through a strategic financing with Cartesian Capital Group transportation energy mix powered by clean, low-carbon, and the sale of non-core assets. This solid foundation is inexpensive natural gas. On behalf of our Board of expected to be further bolstered following completion of Directors, the management team and employees around the proposed merger with Fuel Systems. We expect that the world, thank you for your continued interest and our proposed merger with Fuel Systems will improve both support for Westport. companies’ competitive positioning across the spectrum Sincerely, going forward. We believe we will have strong offerings at the low-cost end of the spectrum, as well as unique technologies, such as Westport™ HPDI 2.0, for customers demanding the same efficiency, emissions, and engine performance as diesel. We believe that we will have distinctive systems development capabilities for OEMs who are now looking to move into the next generation of David R. Demers Ashoka Achuthan differentiated products. Chief Executive Officer Chief Financial Officer In 2016, we will continue to advance our strategy and focus on the key elements that will drive success which include: • Completion of the proposed Fuel Systems merger including associated integration; • Advancement of Westport™ HPDI 2.0 to commercialization; • Continued rationalization of our portfolio, while maintaining openness to market growth opportunities; • Strengthening of our balance sheet; and • Relentless pursuit of finding cost efficiencies and lowering expenses. The transportation sector is facing unrelenting pressure to innovate on engine and vehicle performance, find cost reductions, and reduce emissions. The global focus on greenhouse gases also introduces a new opportunity for Westport. Our technologies present the right solutions to 4 » WESTPORT INNOVATIONS
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